CONFIDENTIAL DISCLOSURE AGREEMENT

This Confidential Disclosure Agreement (“Agreement”) is effective as of the date of the last party to sign this
Agreement (“Effective Date”)

Between:

Pfizer Inc, a corporation organized and existing under the laws of Delaware, with offices at 235 East 42nd
Street, New York, New York 10017 (“Pfizer”); and

[Insert name and address of AMC] (“AMC”). Pfizer and AMC are referred to herein
individually as a Party and collectively as the Parties.

The Parties agree as follows:

1) Definitions

“Affiliates” means the legal entities that (directly or indirectly) control, are controlled by, or are under
common control with the named party.

“Confidential Information” means all information other than Exempt Information in any form
concerning, in the case of Pfizer, [insert description of Pfizer’s Confidential Information] and, in the case
of AMC, [insert description of AMC’s Confidential Information], in each case which the Disclosing Party
or its Affiliates discloses to the Receiving Party or its Affiliates pursuant to this Agreement, either marked
“Confidential” or, if oral, declared to be confidential when disclosed and confirmed in writing within thirty
(30) days of disclosure.

“Disclosing Party” means the Party to this Agreement which discloses Confidential Information to the
other Party under this Agreement.

“Exempt Information” means information that: (i) the Receiving Party or any of its Affiliates possessed
before the Disclosing Party or its Affiliates disclosed it under this Agreement; or (ii) is or becomes publicly
known (other than as a result of breach of this Agreement by the Receiving Party or its Representatives);
(iii) the Receiving Party or any of its Affiliates obtains from a third party free of any confidentiality
obligation to the Disclosing Party or its Affiliates with respect to such information; or (iv) is independently
developed by or on behalf of the Receiving Party or its Affiliates without the use of the Confidential
Information.

“Purpose” means the purpose of sharing information necessary to prepare a project plan in support of a
grant application to the National Center for Advancing Translational Sciences under the U.S. National
Institutes of Health.

“Receiving Party” means the Party to this Agreement which receives Confidential Information from the
other Party under this Agreement.

2) Treatment of Confidential Information

(a) The Receiving Party shall maintain the confidentiality of the Disclosing Party’s Confidential
Information with at least the same degree of care as it maintains the confidentiality of its own
confidential information, and in any event, not less than a reasonable standard of care.

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 (b) The Receiving Party may use, copy and make extracts of the Disclosing Party’s Confidential
Information only in connection with the Purpose.

(c) The Receiving Party shall not disclose any of the Disclosing Party’s Confidential Information to any
third party other than the Receiving Party’s Affiliates and the directors, officers, employees,
contractors, consultants and agents of the Receiving Party and its Affiliates who have a need to know
the Confidential Information for the Purpose and who are bound by obligations of confidentiality
substantially similar to those in this Agreement (collectively, “Representatives”), provided, however,
that AMC may disclose Pfizer’s Confidential Information to the NIH as necessary to support the grant
application described in the Purpose.

(d) Upon the Disclosing Party’s request, the Receiving Party shall promptly return to the Disclosing Party
or destroy all copies of the Disclosing Party’s Confidential Information. Upon the Disclosing Party’s
request, the Receiving Party shall confirm in writing such destruction.

(e) Section 2(d) notwithstanding, the Receiving Party: (i) may retain a single copy of the Disclosing
Party’s Confidential Information for the sole purpose of ascertaining its ongoing rights and
responsibilities in respect of such information; and (ii) shall not be required to destroy any computer
files stored securely by the Receiving Party or its Affiliates that are: (x) created during automatic
system back up; or (y) retained for legal purposes by the legal division of the Receiving Party and its
Affiliates.

(f) Anything to the contrary contained herein notwithstanding, the Receiving Party shall be permitted to
disclose (and the Receiving Party shall not be required to destroy) any of the Disclosing Party’s
Confidential Information that is required or requested to be disclosed by a governmental authority or
applicable law in connection with a legal or administrative proceeding (including in connection with
any regulatory approval process), provided that the Receiving Party shall: (i) notify the Disclosing
Party of any such disclosure requirement as soon as practicable; (ii) cooperate with the Disclosing
Party (at the Disclosing Party’s cost) if the Disclosing Party seeks a protective order or other remedy in
respect of any such disclosure; and (iii) furnish only that portion of the Confidential Information which
the Receiving Party is legally required to disclose.

3) Term and Termination

The term during which disclosures may be made and received under this Agreement will be two (2) years
from the Effective Date. The Receiving Party’s obligations under this Agreement will terminate three (3)
years from the expiration or termination for any reason of this Agreement.

4) Other Matters

(a) Neither this Agreement nor the performance by either Party hereunder shall transfer to the Receiving
Party any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential
Information (including any intellectual property rights subsisting therein).

(b) Neither Party is obligated to negotiate or enter into any other agreement, and any discussions may be
terminated at the sole discretion of either Party at any time and for any reason.

(c) This Agreement sets forth the Parties’ entire understanding about its subject matter and supersedes any
other agreement or understanding between the Parties about its subject matter. Neither Party can
assign, amend, or terminate any part of this Agreement except in writing signed by both Parties.

(d) If a court or other tribunal of competent jurisdiction should hold any term or provision of this
Agreement to be excessive, invalid, void or unenforceable, the offending term or provision shall be

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 deleted or revised to the extent necessary to be enforceable, and, if possible, replaced by a term or
provisions which, so far as practicable, achieves the legitimate aims of the Parties.

(e) This Agreement may be executed in two counterparts (including by facsimile or electronic copies),
both of which shall be deemed an original, and both of which together shall constitute one and the
same instrument.

(f) This Agreement shall be governed by and construed in accordance with the laws of [insert] and both
Parties submit to the non-exclusive jurisdiction of the [insert] courts.

IN WITNESS WHEREOF, duly-authorized representatives of the Parties have signed as of the Effective
Date.

Signed on behalf of Pfizer Inc. Signed on behalf of [AMC]

By: By:

Print Name: Print Name:

Title: Title:
(Duly authorized) (Duly authorized)

Date: Date:

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